Wipro Charts a New Course

  Wipro Charts a New Course

Business Wire

BANGALORE, India -- November 01, 2012

The Board of Directors of Wipro Limited in their meeting held today, approved
the demerger of the Wipro Consumer Care & Lighting (including Furniture
business), Wipro Infrastructure Engineering (Hydraulics & Water businesses),
and Medical Diagnostic Product & Services business (through its strategic
joint venture), into a separate company to be named Wipro Enterprises Limited.
Wipro Limited will remain a publicly listed company that will focus
exclusively on information technology. Wipro Enterprises Limited will be an
unlisted company.

In fiscal year 2011-12, the IT business contributed to 86% of revenue and 94%
of operating profit of Wipro Limited. The demerger is anticipated to provide
fresh impetus for both Wipro Limited and Wipro Enterprises Limited to pursue
their individual growth strategies. The demerger is also expected to improve
the competitiveness in their respective markets.

The Board of Wipro Limited will remain unchanged, and the demerger will have
no impact on the management structure of Wipro Limited. There will be no
change in the leadership of any of Wipro Enterprises Limited’s constituent
businesses. Wipro brand will be jointly owned by both the companies.

Azim Premji will remain Executive Chairman of the Board of Wipro Limited and
will assume the position of Non-Executive Chairman of Wipro Enterprises
Limited. “I am confident that the demerger will enhance value for our
shareholders, and provide fresh momentum for growth. Each of our distinct
businesses is best of breed in its respective industry, and we are committed
to both the businesses,” said Azim Premji, Chairman, Wipro Limited.

“Creating a technology-focused company will allow us to better serve the needs
of our customers, and accelerate investments necessary to capitalize on market
growth opportunities,” said TK Kurien, CEO, IT Business and Executive
Director, Wipro Limited.

“The businesses of Wipro Enterprises Limited are diverse, and this demerger
gives them an opportunity to pursue their independent growth plans. I believe
the demerger scheme reflects a high standard of governance, transparency and
fairness for all stakeholders,” said Suresh Senapaty, CFO and Executive
Director, Wipro Limited.

Wipro has constituted a special committee of its board of directors to oversee
the planning and execution of the demerger plan. The special committee
comprises independent directors N. Vaghul, Bill Owens and M. K. Sharma. The
appointed date for the demerger is opening of business hours on April 1, 2012,
and the demerger is expected to be completed by the next fiscal year. This
demerger is subject to Indian court approval and regulatory approvals.

According to the restructuring scheme as currently proposed, resident Indian
shareholders of Wipro Limited on the record date can choose from multiple
options as per their investment objectives. They may opt to:

(i) receive one equity share with face value of Rs.10 in Wipro Enterprises
Limited for every five equity shares with face value of Rs.2 each in Wipro
Limited that they hold; or

(ii) receive one 7% Redeemable Preference Share in Wipro Enterprises Limited,
with face value of Rs.50, for every five equity shares of Wipro Limited that
they hold; or

(iii) exchange the equity shares of Wipro Enterprises Limited and receive as
consideration equity shares of Wipro Limited held by the Promoter. The
exchange ratio will be 1 equity share in Wipro Limited for every 1.65 equity
shares in Wipro Enterprises Limited.

Each Redeemable Preference Share shall have a maturity of 12 months and shall
be redeemed at a value of Rs.235.20

Non-resident shareholders (excluding ADR holders) and the ADR holders on the
record date would be entitled to receive equity shares of Wipro Enterprises
Limited in the aforesaid ratio. The Non-resident shareholders (excluding ADR
holders) shall further have the option to exchange the Wipro Enterprises
Limited equity shares that they are entitled to and receive equity shares of
Wipro Limited held by the Promoter in the aforesaid ratio.

According to the restructuring scheme as currently proposed, the Wipro
Enterprises Limited equity shares that the ADR holders would otherwise be
entitled to receive shall be compulsorily exchanged for equity shares of Wipro
Limited held by the Promoter in the aforesaid ratios. Subject to receipt of
all Indian and U.S. Securities and Exchange Commission approvals/exemptions,
the ADR holders will be issued additional ADRs representing the Wipro Limited
equity shares that they would otherwise receive pursuant to the scheme of
arrangement. Where such approvals/exemptions are not forthcoming or are not
received prior to the record date for the demerger, we expect that the
depository with respect to the ADRs will, subject to compliance with
applicable laws and the terms of the deposit agreement, sell the equity shares
of Wipro Limited that ADR holders would otherwise be entitled to receive, and
distribute the proceeds thereof to the ADR holders.

The demerger is anticipated to also assist Wipro Limited in increasing public
float for the purpose of the meeting the minimum public shareholding
requirement under clause 40A of its listing agreement subject to SEBI
approval.

The Valuation process was jointly undertaken by Deloitte Touche Tohmatsu India
Private Limited and N. M. Raiji & Co, while fairness opinions were provided by
JM Financial Institutional Securities Private Limited and Citigroup Global
Markets India Private Limited. JM Financial also acted as the sole financial
advisor to Wipro Limited.

About Wipro Limited (NYSE: WIT)

Wipro provides comprehensive IT solutions and services, including systems
integration, Information Systems outsourcing, IT enabled services, package
implementation, software application development and maintenance, and research
and development services to corporations globally. Wipro Limited is the first
PCMM Level 5 and SEI CMM Level 5 certified IT Services Company globally. Wipro
also has a strong presence in niche market segments of Infrastructure
Engineering and Consumer Products & Lighting. For more information, please
visit our websites at www.wipro.com.

Wipro's forward looking and cautionary statements

The forward-looking statements contained herein represent Wipro’s beliefs
regarding future events, many of which are by their nature, inherently
uncertain and outside Wipro’s control. Such statements include, but are not
limited to, statements regarding Wipro’s growth prospects, its future
financial operating results, and its plans, expectations and intentions. Wipro
cautions readers that the forward-looking statements contained herein are
subject to risks and uncertainties that could cause actual results to differ
materially from the results anticipated by such statements. Such risks and
uncertainties include, but are not limited to, risks and uncertainties
regarding fluctuations in our earnings, revenue and profits, our ability to
generate and manage growth, intense competition in IT services, our ability to
maintain our cost advantage, wage increases in India, our ability to attract
and retain highly skilled professionals, time and cost overruns on
fixed-price, fixed-time frame contracts, client concentration, restrictions on
immigration, our ability to manage our international operations, reduced
demand for technology in our key focus areas, disruptions in telecommunication
networks, our ability to successfully complete and integrate potential
acquisitions, liability for damages on our service contracts, the success of
the companies in which we make strategic investments, withdrawal of fiscal
governmental incentives, political instability, war, legal restrictions on
raising capital or acquiring companies outside India, unauthorized use of our
intellectual property, and general economic conditions affecting our business
and industry. Additional risks that could affect our future operating results
are more fully described in our filings with the United States Securities and
Exchange Commission, including, but not limited to, Annual Reports on Form
20-F. These filings are available at www.sec.gov. We may, from time to time,
make additional written and oral forward-looking statements, including
statements contained in the company’s filings with the Securities and Exchange
Commission and our reports to shareholders. We do not undertake to update any
forward-looking statement that may be made from time to time by us or on our
behalf.

Contact:

Media
Vipin Nair
Head Communications, Wipro Limited
+91 9845014036
vipin.nair1@wipro.com
or
Investors
Aravind Viswanathan
Investor Relations, Wipro Limited
+91 - 80 -39916143
aravind.viswanathan@wipro.com